GE Vernova GEV · USD

SEGMENT AND GEOGRAPHICAL INFORMATION. Operating segments include components of an enterprise about which separate financial information is available that is evaluated regularly by the Company’s Chief Operating Decision Maker (CODM) for the purpose of assessing performance and allocating resources. The Company’s CODM is its Chief Executive Officer (CEO). Our operating activities are managed through three segments: Power, Wind, and Electrification. These segments have been identified based on the nature of the products and services sold and how the Company manages its operations. The performance of these segments is principally measured based on revenues and segment EBITDA. Segment EBITDA is determined based on the performance measures used by our CEO to assess the performance of each business in a given period. In connection with that assessment, the CEO may exclude matters, such as charges for impairments, significant higher-cost restructuring programs, manufacturing footprint rationalization and other similar expenses, acquisition costs and other related charges, certain gains and losses from acquisitions or dispositions, and certain other non-operational items. Consistent accounting policies have been applied by all segments for all reporting periods. See Note 1 for a description of our reportable segments.

COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIESCommitments. We had total investment commitments of $341 million and no unfunded lending commitments as of December 31, 2025. The commitments primarily consist of obligations to make investments by our Financial Services business. See Note 21 for further information.Guarantees. As of December 31, 2025, we were committed under the following guarantee arrangements:Credit support. We have provided $557 million of credit support on behalf of certain customers or associated companies, predominantly joint ventures and partnerships, using arrangements such as standby letters of credit and performance guarantees, and a line of credit to support our consolidated subsidiaries. The liability for such credit support was $4 million.Indemnification agreements. We have $964 million of indemnification commitments, including obligations arising from the Spin-Off, our commercial contracts, and agreements governing the sale of business assets, for which we recorded a liability of $628 million. The liability is primarily associated with cash and deposits, and includes a $347 million liability at December 31, 2025 related to cash transferred to the Company from GE as part of the Spin-Off that is restricted in connection with certain legal matters related to legacy GE operations. The liability reflects the use of these funds to settle any associated obligations and the return of any remaining cash to GE in a future reporting period once resolved. In addition, the liability includes $186 million of indemnifications in connection with agreements entered into with GE related to the Spin-Off, including the Tax Matters Agreement.Product Warranties. We provide for estimated product warranty expenses when we sell the related products. Because warranty estimates are forecasts that are based on the best available information, mostly historical claims experience, claims costs may differ from amounts provided. An analysis of changes in the liability for product warranties follows:202520242023Balance at January 1$1,370$1,414$1,430Current-year provisions760687684Expenditures(629)(686)(719)Other changes72(45)19Balance at December 31$1,573$1,370$1,414Credit Facilities.

INCOME TAXESThe Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures on a prospective basis for the year ended December 31, 2025.Components of Income Taxes. The components of income (loss) before income taxes and the provision (benefit) for income taxes, excluding other comprehensive income (loss) and changes in equity attributable to noncontrolling interests recorded after-tax, for the years ended December 31 were as follows:INCOME (LOSS) BEFORE INCOME TAXES2025 (a)20242023U.S.$78$1,285$(357)Non-U.S.2,7501,213227Total$2,828$2,498$(130)(a) On a prospective basis, our U.S. income before income taxes does not include flow-through income from non-U.S. operations which is also taxed in the U.S.PROVISION (BENEFIT) FOR INCOME TAXES202520242023CurrentU.S. Federal$280$272$(184)U.S. State and Local7755—Non-U.S.866636500DeferredU.S. Federal(3,069)(10)—U.S. State and Local(511)(1)—Non-U.S.306(13)28Total$(2,051)$939$344Effective Tax Rate Reconciliation. In accordance with the updated requirements of ASU 2023-09 for the year ended December 31, 2025, a reconciliation of the U.S. federal statutory income tax rate to the effective tax rate was as follows:2025AmountRateU.S. federal statutory income tax rate$59421.0%U.S. tax effects:State taxes, net of federal benefit(a)(343)(12.1)Effect of cross-border tax laws:Foreign flow-through income, net of credits602.1Global Intangible Low-taxed Income, net of credits531.9Subpart F income, net of credits812.9Other foreign tax credits(199)(7.0)Foreign currency(39)(1.4)Other(22)(0.8)Non-taxable or non-deductible items:Non-taxable business incentives(80)(2.8)Non-deductible foreign payments411.4Other381.3Share-based compensation(93)(3.3)Tax credits(22)(0.8)Changes in valuation allowance(2,600)(91.9)Other(39)(1.4)Foreign tax effects:BrazilChanges in valuation allowance271.0Other(8)(0.3)Canada361.3DenmarkChanges in valuation allowance521.8Other(2)(0.1)FranceChanges in valuation allowance983.5Other(20)(0.7)IrelandAffiliate financing(130)(4.6)Other(11)(0.4)Mexico421.5NetherlandsAffiliate financing(140)(5.0)Changes in valuation allowance551.9Other(40)(1.4)SingaporePortfolio investments(36)(1.3)Other50.2SpainWithholding taxes541.9Changes in valuation allowance(14)(0.5)Other60.2SwitzerlandNational tax rate differential(155)(5.5)Local taxes521.8Withholding taxes30610.8Changes in valuation allowance(35)(1.2)Affiliate operational transactions(125)(4.4)Other(12)(0.4)Other foreign jurisdictions1916.

SHARE-BASED COMPENSATION. We grant stock options, restricted stock units (RSUs), and performance share units (PSUs) to employees under the 2024 Long-Term Incentive Plan (LTIP). Under the LTIP, we are authorized to issue up to approximately 25 million shares. We record compensation expense for awards expected to vest over the vesting period. We estimate forfeitures based on experience and adjust expense to reflect actual forfeitures. When options are exercised, RSUs vest, and PSUs are earned, we issue shares from authorized unissued common stock.Stock options provide awardees the opportunity to purchase shares of GE Vernova common stock in the future at the market price of our common stock on the date the award is granted (Strike price). The options become exercisable over the vesting period, typically becoming fully vested in either 3 or 4 years from the date of grant, and generally expire 10 years from the grant date if not exercised. RSUs entitle the awardee to receive shares of GE Vernova common stock upon vesting. PSUs entitle an awardee to receive shares of GE Vernova common stock upon certification by the Company's Compensation and Human Capital Committee at the level of performance achievement of the applicable performance metrics over a defined performance period. We value stock options using a Black-Scholes option pricing model, RSUs using the market price of our common stock on the grant date, and PSUs using the market price of our common stock on the grant date and a Monte Carlo simulation as needed based on performance metrics.WEIGHTED AVERAGE GRANT DATE FAIR VALUE (In dollars)20252024Stock options$122.42$69.56RSUs360.53167.57PSUs355.51182.85KEY ASSUMPTIONS USED IN THE BLACK-SCHOLES VALUATION FOR STOCK OPTIONS20252024Risk-free interest rate4.1%4.3%Dividend yield0.3%—%Expected volatility30%30%Expected term (in years)6.06.8Strike price (in dollars)$335.18$170.03For awards granted in 2024 and 2025, the expected volatility was derived from a peer group’s blended historical and implied volatility as GE Vernova does not have sufficient historical volatility based on the expected term of the underlying options. The expected term of the stock options was determined using the simplified method based on the awards' vest schedule and contractual term. The risk-free interest rate was determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term approximating the expected life of the options.

LEASESOperating Lease Liabilities. The Company leases certain logistics, office, and manufacturing facilities, as well as vehicles and other equipment. Certain of the Company’s leases may include options to extend. Our operating lease liabilities are included in All other current liabilities and All other liabilities in our Consolidated and Combined Statement of Financial Position, as detailed below. December 3120252024Current portion of operating lease liability$183$163Noncurrent portion of operating lease liability661562Total operating lease liability$843$725OPERATING LEASE EXPENSE202520242023Long-term (fixed)$220$194$205Long-term (variable)214749Short-term142563Total operating lease expense$255$265$317MATURITY OF LEASE LIABILITIES20262027202820292030ThereafterTotalUndiscounted lease payments$217$179$150$102$79$276$1,003Less: Imputed interest(160)Total lease liability as of December 31, 2025$843SUPPLEMENTAL INFORMATION RELATED TO OPERATING LEASES202520242023Operating cash flows used for operating leases$225$242$214Right-of-use assets obtained in exchange for new lease liabilities309259278Weighted-average remaining lease term as of December 317.1 years7.3 years7.1 yearsWeighted-average discount rate as of December 314.6%4.4%4.0%Finance Lease Liabilities. Our finance lease liabilities are included in All other current liabilities and All other liabilities in our Consolidated and Combined Statement of Financial Position, as detailed below. Our finance leases have a weighted-average remaining lease term of 12.0 years and a weighted-average discount rate of 2.8% as of December 31, 2025.

GE Vernova has processes for assessing, identifying, and managing cybersecurity risks that are built into our risk management program and IT functions. These processes are designed to help protect our information assets from internal and external cyber threats, protect employee information from unauthorized access or attack, and secure our networks, systems, and products. We have developed and implemented a cybersecurity framework intended to assess, identify, and manage risks from threats to the security of our information, systems, products, and networks using a risk-based approach. The framework is informed in part by industry standards such as the National Institute of Standards and Technology (NIST) Cybersecurity Framework and International Organization for Standardization 27001 (ISO 27001) Framework. This approach does not imply that GE Vernova meets all technical standards, specifications, or requirements under the NIST Cybersecurity Framework or ISO 27001.Our key cybersecurity processes include:•Risk-based controls for information systems and information on our network. We seek to maintain an IT infrastructure that implements physical, administrative, and technical controls that are calibrated based on risk and designed to protect the confidentiality, integrity, and availability of our information systems and information stored on the Company’s networks, including customer information, employee information, IP, and proprietary information.•Cybersecurity incident response plan and testing. We have a cybersecurity incident response plan and a dedicated team to respond to cybersecurity incidents. When a cybersecurity incident occurs or a vulnerability is identified, GE Vernova has cross-functional teams that are responsible for leading the initial assessment of priority and severity. External experts may also be engaged as appropriate. GE Vernova’s cybersecurity team assists in responding to incidents depending on severity levels and seeks to improve our cybersecurity incident management plan through periodic tabletops or simulations at the enterprise and business levels.•Training. We provide security awareness training to help employees understand their information protection and cybersecurity responsibilities. We also provide additional role-based training to applicable employees based on customer requirements, regulatory obligations, and industry risks.•Supplier risk assessments.

FINANCIAL INSTRUMENTSLoans and Other Receivables. The Company’s financial assets not carried at fair value primarily consist of loan receivables and noncurrent customer and other receivables. The net carrying amount was $229 million and $318 million as of December 31, 2025 and December 31, 2024, respectively. The estimated fair value was $225 million and $315 million as of December 31, 2025 and December 31, 2024, respectively. All of these assets are considered to be Level 3.Derivatives and Hedging. Our primary objective in executing and holding derivatives is to reduce the earnings and cash flow volatility associated with fluctuations in foreign currency exchange rates and commodity prices over the terms of our customer contracts. These hedge contracts reduce, but do not entirely eliminate, the impact of foreign currency exchange rate and commodity price movements. The Company does not enter into or hold derivative instruments for speculative trading purposes.We use foreign currency contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets, and liabilities. These contracts are generally one to 13 months in duration but with maximum remaining maturities of up to 14 years as of December 31, 2025. The objective of the foreign currency contracts is to ultimately reduce the extent to which functional currency or U.S. dollar-equivalent cash flows are affected by changes in the applicable foreign currency exchange rates. We evaluate the effectiveness of our foreign currency contracts designated as cash flow hedges on a quarterly basis.The embedded derivatives the Company recognizes primarily consist of foreign currency related features in our purchase or sales contracts where the currency is not the functional currency of either party to the contract. Cash Flow Hedges. For derivative instruments designated as cash flow hedges, changes in the fair value of designated hedging instruments are initially recorded as a component of AOCI and subsequently reclassified to earnings in the period in which the hedgedtransaction occurs and to the same financial statement line item impacted by the hedged forecasted transaction.

EQUITY METHOD INVESTMENTSOwnership percentage atEquity method investment balanceEquity method income (loss)December 31, 2025December 31, 2025December 31, 2024202520242023China XD Electric(a)—$—$402$15$23$8Aero Alliance(b)50%569544272938Hitachi-GE Nuclear Energy(c)20%18418412(12)7Prolec GE(d)50%38425118010593Other(e)69776935(92)(210)Total$1,834$2,149$269$53$(64)(a)China XD Electric Co., Ltd is publicly traded on the Shanghai Stock Exchange. In the first quarter of 2025, we sold a portion of our shares, decreasing our ownership percentage in the investee by approximately 2%. In the third quarter of 2025, we sold a further portion of our shares, decreasing our ownership percentage by approximately 3%. As a result, the investment was reclassified to All other current assets in our Consolidated and Combined Statement of Financial Position. See Notes 10 and 19 for further information. (b)Aero Alliance is our 50-50 joint venture with Baker Hughes Company that supports our customers through the fulfillment of aeroderivative engines, spare parts, repairs, and maintenance services. Purchases of parts and services from the joint venture were $711 million, $651 million, and $656 million in the years ended December 31, 2025, 2024, and 2023, respectively. The Company owed Aero Alliance $55 million and $24 million as of December 31, 2025 and 2024, respectively. These amounts have been recorded in Accounts payable and equipment project payables in our Consolidated and Combined Statement of Financial Position.(c)Hitachi-GE Nuclear Energy is a non-consolidated joint venture that is part of the joint venture structure with Hitachi, Ltd. that forms our Nuclear Power business.(d)Prolec GE refers to our joint venture with Xignux, which manufactures a wide range of transformers available for generation, transmission and distribution applications and is focused on serving utilities, renewable, and industrial customers.(e)Primarily other investments made by our Financial Services business in commercial energy projects and investments with strategic partners by our segments. For the years ended December 31, 2025, 2024, and 2023, includes impairment charges of $37 million, $55 million, and $108 million, respectively. In connection with GE retaining certain renewable energy U.S.